U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 3
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utilitiy Holding Company Act of 1935
or Section 30(f) of the Investment Company Act of 1940
1. Name and Address of Reporting Person
Hill James P.
(Last) (First) (Middle)
2215 Willow St.
(Street)
San Diego CA 92106
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year) June 5, 1998
3. IRS or Social Security Number of Reporting Person (Voluntary)
4. Issuer Name and Ticker or Trading Symbol: Photomatrix, Inc.
5. Relationship of Reporting Person to Issuer (Check all applicable)
/ x/ Director / x/ 10% Owner
/ / Officer (give title below) / / Other (Specify below)
Chief Executive Officer
6. If Amendment, Date of Original (Month/Day/Year)
7. Individual or Joint/Group Filing
/ x/ Form filed by one reporting person
/ / Form filed by more than one reporting person
2. Amount of 3. Ownership Form:
Securities Direct (D) or 4. Name of Indirect
1. Title of Security Beneficially Indirect (I) Beneficial
(Instr. 4) Owned (Instr.4) (Instr. 4) Ownership
Common Stock 1,410,352 I Trust*
Common Stock 168,824 I Corporation**
Common Stock 1,000 I Pension Plan***
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly
If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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Table II: Derivative Security Beneficially Owned (e.g., puts, calls, warrants,
options, convertible securities)
2. Date Exercisable and 3. Title and Amount of
Expiration Date Securities Underlying
(Month/Day/Year) Derivative Security (Instr.4)
1. Title of Derivative ------------------------ -----------------------------
Security (Instr. 4) Date Expiration Title Number of
Exercisable Date Shares
5. Ownership Form of 6. Nature of
4. Conversions Derivative Security: Indirect
or Exercise Price Director (D) or Beneficial
of Derivative Indirect (I) Ownership
Security (Instr. 5)
Explanation of Responses:
* Mr. Hill is a trustee of the Hill Family Trust dated September 14, 1988.
** Mr. Hill's wife is the sole shareholder of Loma Services Corporation which
owns 168,824 shares of Photomatrix, Inc.
***The Loma Services Corporation Money Purchase Pension Plan is the owner of
1,000 shares of Photomatrix, Inc. Mr. and Mrs. Hill are the sole beneficiaries
of this Plan.
Intentional misstatements or omissions of facts constitute Federal Criminal
Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
_____________________________
Signature of Reporting Person
